Common use of Ex-U.S Clause in Contracts

Ex-U.S. Distribution. At least 180 days prior to distributing or selling, or engaging or licensing a Third Party to distribute or sell, a Product in a jurisdiction outside of the United States (an “Ex-U.S. Distribution”), Zomedica will provide notice to Qorvo identifying such jurisdiction and describing the details of such Ex-U.S. Distribution. During such 180 day period, Qorvo will conduct a reasonable freedom to operate investigation to identify any Third Party patent rights that would potentially be relevant to such Ex-U.S. Distribution in the applicable jurisdiction. If within 180 days after the date of such notice from Zomedica, Qorvo provides Zomedica with written notice that Qorvo objects to such Ex-U.S. Distribution in the applicable jurisdiction on the basis of reasonable concerns related to Third Party patent rights in such jurisdiction, then the Parties will meet to discuss such concerns and Zomedica may nonetheless proceed with such Ex-U.S. Distribution in such jurisdiction despite Qorvo’s objection provided that (a) Zomedica will be responsible for identifying and ensuring that it has rights under any and all patent rights (including any patent rights included in the Third Party Hardware IP Rights) necessary to develop, manufacture, use, sell, offer for sale, have made, or import each Product in such jurisdiction, and for the payment of all royalties or other amounts, if any, that are payable to Third Parties in consideration for such patent rights in such jurisdiction, and (b) if a Third Party files a claim or brings an action against any Qorvo Indemnified Party alleging that a Product, or the making, having made, use, sale, offering for sale or importation thereof, infringes any patent rights in such jurisdiction, then Zomedica will assume and have sole control of the defense of any such action or claim in accordance with Section 12.4 (Indemnification Procedure) and shall be responsible for any Losses with respect to such action or claim based on such infringement.